Baker Baynes, a South African business with a principal place of business at Suite 604, 3rd Floor 1410 Eglin Office Park, Eglin Road, Sunninghill, Johannesburg, 2191, and its subsidiaries (collectively, “Baker Baynes”) makes information, products, and services available on this website (the “Site”), subject to the following terms and conditions (“Terms”). If you would like to view more information about us, or would like to contact us in relation to the Site, please visit www.bakerbaynes.com.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE. BY ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SITE.
“You” or “your” means you personally (i.e., the individual who reads and agrees to be bound by these terms), and, if you access this Site on behalf of a corporation or other legal entity (including, but not limited to, a partnership, LLC or LLP), collectively, you and such corporation or other legal entity on whose behalf you access the Site.
No charge is made for your use of the Site (unless otherwise stated), although you should be aware that charges for Internet use may apply at rates determined by your provider. Baker Baynes reserves the right to change the products, services, prices, and programs mentioned in this Site, at any time, at its sole discretion.
Baker Baynes reserves the right to change these Terms, and provide you with notice of such change by posting the revised draft of the Terms on the Site or by other reasonable means selected by us. You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the top of these Terms. Your continued use of the Site after such changes will indicate your acceptance of such changes.
Baker Baynes further reserves the right to seek all remedies available by law and in equity for any violation of these Terms. Any rights not expressly granted herein are reserved by Baker Baynes.
1. Eligibility. If you are using this Site on behalf of a corporation or other legal entity, you represent that you are authorized to accept these terms and conditions on behalf of such corporation or other legal entity. Further, you acknowledge that you are 13 years of age or older, and, if under the age of 18, are using this Site under the active supervision of a parent, legal guardian, or other responsible adult. Individuals who are under the age of majority in their jurisdiction are not allowed to use this Site or transmit or otherwise submit personally identifiable information to Baker Baynes.
2. Acceptance. By accepting these General Terms during your account registration or subscription process, or by accessing or using our Offerings, you confirm your acceptance of these General Terms and other applicable Terms and your agreement to be a party to this binding contract. If you do not agree, you do not have the right to access or use our Offerings.
You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.
Additional capitalized terms are defined in these Terms and in the “Definitions” section.
3. Terms Applicable to Corporations. The following terms and conditions apply specifically to any corporation or other legal entity that is subject to these Terms: You agree to require each of your employees to be bound by the terms and conditions of these Terms and you agree to remain responsible and liable for all acts and omissions of your employees in connection with the Site, including any breaches of these Terms. All references to your access and/or use of the Site herein include access and/or use of the Site by your employees. You agree that each of your employees is responsible for maintaining the confidentiality of any password that such employee may use to access the Site, and you agree not to let any employee transfer a password or user name, or lend or otherwise transfer use of or access to the Site, to other employees or any third party. If an employee leaves your employ, or if you wish to disable an employee’s access to the Site, you are responsible for any such changes. You are fully responsible for all interaction with the Site that occurs in connection with passwords or user names associated with your employees (including any former employees).
5.1. Registration; Usernames and Passwords. You may be required to register with Baker Baynes, its licensors or suppliers in order to access certain areas of the Site. With respect to any such registration, Baker Baynes, its licensors or suppliers may refuse to grant you, and you may not use, a username (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that violates the intellectual property or other rights of any person; that is offensive; or that Baker Baynes, its licensors or suppliers reject for any other reason in Baker Baynes, its licensors or suppliers sole discretion.
Your user name and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your password or user name. You agree to notify Baker Baynes immediately of any unauthorized use of your password or user name or any other breach of security related to your account or the Site, and to ensure that you “log off”/exit from your account with the Site (if applicable) at the end of each session. Baker Baynes is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
5.2 Account Responsibilities. To subscribe to an Offering, You may need an account with Baker Baynes, its licensors or suppliers. You are responsible for anyone who obtains, accesses or uses Offerings through You or Your account (including Your Authorized Users). This means (among other things) that You are responsible for Your Authorized Users’ compliance with these Terms, including their use of their accounts, as though each of the Authorized Users is You. In certain cases, Your Authorized Users may be required to set up individual accounts or otherwise agree to applicable terms in order to obtain, access or use Offerings, but that requirement does not affect Your responsibility for Your Authorized Users.
You are also responsible for the security of Your account and all activity associated with Your account. This means (among other things) that You (i) will ensure that only Your Authorized Users use Offerings associated with Your account, and (ii) will secure and not share user IDs or passwords (except with authorized account administrators). If You suspect unauthorized use of Your account, please contact firstname.lastname@example.org.
You will ensure that all Your account information (including any information that You or Your Authorized Users provide in connection with Your registration for any Offering) is, and continues to be, true and complete.
5.3 Autodesk Account Benefits. Your Autodesk account is designed to provide a place for You to access and manage Your account information and obtain rights to Software, Web Services and other Benefits, including free benefits. Your account is designed to be accessible virtually anywhere, anytime via the web at accounts.autodesk.com/ or at other successor or alternative Autodesk sites.
Your account features may include:
- Single sign-in to Autodesk sites and services
- Management of Your profile, security settings, linked accounts and preferences
- Management of Your subscriptions
- Access to Offerings
- Access to downloads and trials
- Access to technical support, learning resources and subscription news
- Usage information regarding Your subscriptions, cloud credits and analytics
6. You own your work. You will retain Your ownership rights to files, designs, models, data sets, images, documents or similar material created by You or Your Authorized Users and submitted or uploaded to any Offering by You or Your Authorized Users.
7. Purchases. If you wish to purchase our products and services, for your convenience, we may provide links on the Site to a web store where you can make such purchases. Please be aware that the web store may be hosted on the Site or on a sub-domain of the Site, but is operated by a third party, and is governed by such third party’s website terms and conditions, not by these Terms and for which Baker Baynes is in no way responsible or liable. We encourage you to read the terms and conditions of the web store prior to making any purchases. These Terms do not govern, and we are not responsible or liable for, your interaction with such web store. Please see Section 15 below for more information on links provided on the Site.
8. Subscriptions. Your subscriptions may include Software or Web Services or a combination of both Software and Web Services. Your subscriptions may also include additional Benefits.
8.1 Subscriber Benefits. You will be entitled to the subscriber Benefits that Baker Baynes, its licensors or suppliers make generally commercially available to users with the same subscription as You (including level, geography and other attributes). Subscriber Benefits may include, for example:
- Technical support
- Global travel benefits
- Home use benefits
- Rights to previous versions
- Access to forums, learning events, newsletters, webinars, galleries, and other educational resources
- Access to trial versions and APIs
- Rights to Updates, Upgrades and other additional Software
- Rights to Web Services
For more information about subscriber Benefits in general see Subscription Benefits page.
8.2 Subscribing to an Offering. When You subscribe to an Offering, Baker Baynes will generally provide You with access to the Offering through Your account or, in certain cases, through an Baker Baynes-authorized third party, licensor, supplier or other means. Certain Offerings may require You to provide additional information to set up and access such Offerings, and You agree to provide that information.
8.3 Length of Subscription. Your subscription to an Offering will be for a fixed term of limited length, the length of which should be indicated at the time of purchase and should be reflected on Your confirmation of purchase or other Offering Identification. If no length is indicated, please contact us at email@example.com and we will determine and confirm the length of Your subscription term.
8.4 Renewal of Subscription. At the end of Your subscription period for an Offering, You may be able to renew Your subscription to the extent, and on the same terms, that Baker Baynes, or its licensors, suppliers or partners then generally make commercially available to subscribers of such Offering in the same geography. Certain subscriptions may have the option of automatically renewing. If you would like to cancel any such automatic renewal, please see Cancelling Automatic Renewal for Subscriptions.
8.5 Switched Subscriptions. If Your subscription is replaced by a successor or substitute subscription, the new subscription may be considered a Switched Subscription and, if so, will be subject to the Switched Subscription Terms.
9. Software. Any software that is made available to download by or through this Site (“Software”) is the copyrighted work of Baker Baynes, its suppliers and/or its licensors. Use of the Software may be governed by the terms of the end user license agreement or other agreement applicable to the Software (each, a “License Agreement”). You may not install any Software that is accompanied by or includes a License Agreement unless you have agreed to the applicable License Agreement terms.
The Software is made available for downloading solely for use by end users in accordance with the License Agreement and/or these Terms. Except to the extent expressly permitted in any applicable License Agreement, or expressly authorized under applicable law overriding any of the following restrictions, you agree that you will not sell, lease, lend, convey, transmit, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or attempt to derive source code from the Software.
Any reproduction, redistribution or other use or exploitation of the Software not in accordance with the License Agreement and/or these Terms is expressly prohibited by law, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent permitted under law and equity.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY ANY LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
Any Software and documentation for such Software that are downloaded from this Site for or on behalf of an agency or instrumentality of the South African Government are “commercial computer software” and “commercial computer software documentation”, and pursuant to their successors, as applicable, use, reproduction and disclosure of the Software and such documentation are governed by the terms and conditions set forth in these Terms.
10. Trial Versions. Baker Baynes, its licensors & suppliers may make available or deliver Offerings (or features of an Offering) labelled or offered as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta” or another similar designation (collectively, “Trial Versions”). You may download, install, access or use Trial Versions only during the period and for the purpose of the trial, as expressly permitted by Baker Baynes, its licensors and suppliers. Except as expressly set forth in the online or other Documentation for the Trial Version or applicable Special Terms, (i) the subscription period for the Trial Version will be limited to 30 days, (ii) Your use will be limited to non-commercial evaluation purposes with no rights to make available or distribute the Trial Version to any third party, and (iii) the use will be only by You as an individual or, if You are a company or other legal entity, by one named employee. Notwithstanding anything contained in these Terms or otherwise, (a) Baker Baynes, its licensors and/or suppliers make no commitments with respect to Trial Versions regarding any features, functions, service levels or data and provides no warranties of any kind with respect to Trial Versions, (b) Baker Baynes, its licensors and suppliers may choose not to generally release any Trial Versions or convert any Trial Version into a product offering, and (c) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Subscriptions to Trial Versions do not include Subscription Benefits, and Baker Baynes, its licensors and suppliers reserve the right, without any further notice, to end any Trial Versions at any time.
11. Proprietary Rights. The information and materials made available through the Site, including the Software, are and shall remain the property of Baker Baynes, its subsidiaries, affiliates, licensors and/or suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with these Terms, solely for so long as you are permitted by Baker Baynes to access and use the Site, and provided that you keep intact all copyright and other proprietary notices, you may (a) view any content on the Site to which we provide you access hereunder on any single computer solely for personal, informational, non-commercial purposes, and (b) download and print one (1) copy of materials that Baker Baynes specifically makes available for downloading (such as white papers) (the “Documents”) from this Site solely for personal, informational, non-commercial purposes, provided that the Documents may not be modified or altered in any way. You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, rent, lease, modify, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, the Site or any information from this Site, in whole or in part, without the express prior written authorization of Baker Baynes. Elements of the Site are protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound, or image from the Site may be copied or retransmitted unless expressly permitted in writing by Baker Baynes. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Baker Baynes or its affiliates’ or suppliers’ trade names, trademarks or service marks without Baker Baynes express prior written consent.
12. Disclaimer of Warranties. Baker Baynes AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES MAKE NO REPRESENTATIONS ABOUT THE SITE, ANY PRODUCTS AND SERVICES CONTAINED ON THE SITE OR THE SUITABILITY OF THE INFORMATION CONTAINED IN THE MATERIALS, INFORMATION, CONTENT, DOCUMENTS, AND RELATED GRAPHICS PUBLISHED ON THIS SITE FOR ANY PURPOSE. THE SITE, ANY PRODUCTS OR SERVICES (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SITE, AND ALL SUCH INFORMATION, CONTENT, DOCUMENTS, AND RELATED GRAPHICS ARE PROVIDED FOR YOUR USE AT YOUR OWN RISK AND “AS IS” WITHOUT WARRANTY OF ANY KIND. Baker Baynes AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS SITE, SUCH PRODUCTS AND SERVICES AND SUCH INFORMATION, CONTENT, DOCUMENTS, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
PLEASE NOTE THAT THE LICENSE AGREEMENT APPLICABLE TO ANY SOFTWARE AVAILABLE THROUGH THE SITE MAY CONTAIN EXPRESS (BUT NOT IMPLIED) WARRANTIES APPLICABLE TO SOFTWARE, WHICH WILL GOVERN THAT PARTICULAR SOFTWARE. EXCEPT AS EXPRESSLY WARRANTED BY Baker Baynes IN SUCH LICENSE AGREEMENT, THE SOFTWARE IS GOVERNED BY THE DISCLAIMER OF WARRANTIES SET FORTH IN THE PREVIOUS PARAGRAPH OF THIS SECTION 10.
13. Limitation of Liability. IN NO EVENT SHALL Baker Baynes AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER IN AN ACTION OF EQUITY, CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE, ANY PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE, ANY SOFTWARE, INFORMATION, CONTENT, DOCUMENTS, RELATED GRAPHICS, PROVISION OF OR FAILURE TO PROVIDE SERVICES AVAILABLE FROM OR THROUGH THIS SITE, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, Baker Baynes AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY SOFTWARE AND/OR OTHER CONTENT POSTED ON THE SITE BY Baker Baynes OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF Baker Baynes FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO Baker Baynes TO ACCESS AND USE THE SITE.
THE SITE, THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE AND THE INFORMATION, CONTENT, SOFTWARE, DOCUMENTS, AND RELATED GRAPHICS PUBLISHED ON THIS SITE COULD INCLUDE TECHNICAL INACCURACIES, ERRORS, OR OMISSIONS. CHANGES MAY BE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Baker Baynes AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS MAY, BUT ARE NOT OBLIGATED TO, MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE, THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE AND THE INFORMATION, SERVICE(S), SOFTWARE, PRODUCT(S), AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
NOTHING IN THIS SECTION 11 SHALL LIMIT Baker Baynes LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM Baker Baynes PROVEN NEGLIGENCE, OR FRAUDULENT MISREPRESENTATION, OR CONCEALMENT, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAWS.
14. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Baker Baynes a notice requesting that Baker Baynes remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Baker Baynes a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details. Notices and counter-notices should be sent to:
Baker Baynes suggests that you consult your legal advisor before filing a notice or counter-notice.
15. Links. THE LINKS IN THIS SITE WILL LET YOU LEAVE BAKER BAYNES SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF BAKER BAYNES AND BAKER BAYNES IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. BAKER BAYNES IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. BAKER BAYNES IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY BAKER BAYNES OF ANY LINKED SITES. YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
16. Rules of Conduct. While using the Site you will comply with all applicable laws, rules and regulations. In addition, Baker Baynes expects users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this section; any failure to comply may also result in termination of your access to the Site pursuant to Section 21 below. You agree that you will not:
- Post, transmit, or otherwise make available, through or in connection with the Site:
- Anything that is or may be (a) threatening, harassing, degrading or hateful; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent or otherwise objectionable; or (e) protected by copyright, trademark or other proprietary right without the express prior consent of the owner of such right.
- Any material that would give rise to criminal or civil liability or that encourages conduct that constitutes a criminal offense.
- Any virus, worm, Trojan horse or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of any hardware or software.
- Any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
- Use the Site for any fraudulent or unlawful purpose.
- Harvest or collect personally identifiable information about other users of the Site.
- Impersonate any person or entity, including any representative of Baker Baynes or its affiliates; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that Baker Baynes endorses any statement you make.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
- Use the Site to advertise or offer to sell or buy any goods or services without Baker Baynes express prior written consent.
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site (including any content, Software and other materials available through the Site).
- Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site (including any content, Software and other materials available through the Site), except as and solely to the extent expressly authorized under applicable law overriding any of these restrictions.
- Remove any copyright, trademark or other proprietary rights notice from the Site or content, Software and other materials originating from the Site.
- Frame or mirror any part of the Site without Baker Baynes express prior written consent.
- Create a database by systematically downloading and storing all or any Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, without Baker Baynes express prior, written consent.
17. Forums. “Forum” means a discussion group, chat area, bulletin board, news group, wiki/help area, feedback, letter to Baker Baynes, its webmaster or employees, e-mail function or other interactive functionality offered as part of this Site.
Information on Baker Baynes Forums may be provided by Baker Baynes and by third party users of the Site. Please note that Site users may post messages or make statements in the Forums that are inaccurate, misleading or deceptive. Baker Baynes, its affiliates and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees neither endorse nor are responsible for any opinion, advice, information or statements made in the Forums by third parties. Without limitation, Baker Baynes and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives are not responsible for any information or materials made available through the Forums (including without limitation errors or omissions in Forum postings or links or images embedded in Forum messages) or results obtained by using any such information or materials. Under no circumstances will Baker Baynes and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives, be liable for any loss or damage caused by your reliance on such information or materials. The opinions expressed in the Forums reflect solely the opinions of the individuals who submitted such opinions, and may not reflect the opinions of Baker Baynes and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives.
In addition, Baker Baynes and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives have no control over, and shall have no liability for, any damages resulting from, the use (including without limitation republication) or misuse by any third party of information voluntarily made public through any Forum or any other part of the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON THE SITE, YOU DO SO AT YOUR OWN RISK.
18. License. By uploading, emailing, posting, publishing or otherwise transmitting content to any Forum or submitting any content to Baker Baynes (each, a “Submission”), you acknowledge that such Submission is non-confidential and automatically grant (or warrant that the owner of such rights has expressly granted) to Baker Baynes a perpetual, royalty-free, fully paid-up, irrevocable, non exclusive, sublicense cable (through multiple tiers) right and license to use, reproduce, modify, adapt, publish, perform and display (whether publicly or otherwise), transmit and distribute such Submission in any form, medium, or technology now known or later developed. In addition, you warrant that all so-called moral rights in the content have been waived. For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through the Site, comply with all applicable laws, rules and regulations.
19. Monitoring. You acknowledge and agree that Baker Baynes reserves the right (but has no obligation) to do one or more of the following in Baker Baynes discretion, without notice or attribution to you: (i) monitor Submissions as well as access to the Site; (ii) alter, remove, or refuse to post or allow to be posted any Submission; and/or (iii) disclose any Submissions, and the circumstances surrounding their transmission, to any third party in order to operate the Site; to protect Baker Baynes, its affiliates and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees, and the Site’s users and visitors; to comply with legal obligations or governmental requests; to enforce these Terms; or for any other reason or purpose. Baker Baynes disclaims any responsibility for content submitted by users on or through any area of the Site.
21. Termination. You agree that Baker Baynes, its licensors and suppliers may, in their sole discretion, at any time for any reason or no reason, terminate your access to this Site and any account(s) you may have in connection with this Site, including if Baker Baynes believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice, and that Baker Baynes may immediately deactivate or delete your password and user name, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that Baker Baynes, its affiliates and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination.
21.1. Your Right to Terminate. You may terminate your subscription and these terms if Baker Baynes is in material breach of these Terms (including any additional agreement, any special terms or any other applicable terms) and fails to cure such breach within 30 days after written notice of the breach.
21.2 Baker Baynes Right to Terminate. Baker Baynes, its licensors and suppliers may terminate any or all of your subscriptions or other offerings, these terms and/or your account, if (i) You have no current paid subscriptions; (ii) You have failed to timely pay any amounts (including fees and taxes) owing with respect to any offerings or otherwise owing to Baker Baynes; (iii) You (including any of your authorised users) are in material breach of these terms (including any additional agreement, any special terms, or any other applicable terms) and fail to cure such breach within 30 days after written notice of the breach; or (iv) You become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting your creditors (including an assignment for the benefit of creditor) or commence a process of liquidation. These terms will automatically terminate without further notice or action by Baker Baynes if you go into liquidation.
21.3 Effect of Termination of Subscription. Upon expiration or termination of a subscription or other offering for any reason, your rights with respect to that offering, including any related software license or subscription benefits will end. At that time, you will stop all access to and use of the offering (including all access and use by your authorised users) and uninstall any and all copies of materials related to such offering (including any related software, documentation, API’s, or other material from Baker Baynes, its licensors and suppliers. In addition, at Baker Baynes request, you will destroy any such copies or return them to Baker Baynes, its licensors or suppliers. You will retain proof that you returned or destroyed all such copies. In connection with the expiration or termination of a subscription, (i) as a convenience to you for some web services, Baker Baynes, its licensors and suppliers may provide you with a brief period (for example, 30 days) in which you may retrieve your content after expiration or termination of the web services, if you are in compliance with these terms and pay the applicable fees, in any (for example, Baker Baynes then-current professional service fees for any assistance Baker Baynes provides), and (ii) otherwise, Baker Baynes, its licensors and suppliers may delete, without notice, any or all your content, including backup and other copies thereof. For more information on post-expiration/termination content retrieval, please check with the individual web service offering. This convenience for some web services, if available, does not relieve you of responsibility for retaining and securing complete copies of your content at all times.
21.4 Effect of Termination of Terms. Upon any termination of these terms for any reason, (i) your account and your subscriptions and other offerings (including all access and use by your authorised users), and (iii) the effects described above with respect to expiration or termination of a subscription or other offering will apply. Your payment obligations, ownership of your work (as described in the “You own your work”” section, obligations with respect to API’s and your development (including those in the “Baker Baynes API’s” section and indemnity obligations (including those in the in the “Indemnity” section; the license as to feedback (in the “Feedback” section; Baker Baynes rights and your obligations with respect to proprietary rights(including the rights and obligations in the “Baker Baynes Proprietary Rights” section; the disclaimers and limitations on liability (in the “Limited Warranty, Disclaimers, Limitation on Liability” section; the governing law and dispute resolution provisions (in the “Contracting Baker Baynes Entity, Governing Law and Dispute Resolution””section; and your responsibility for anyone who accesses or uses (or obtains) offerings through you or your account (including your authorised users) (including the responsibility described in the “Account” section, will survive termination for any reason.
21.5 Right to suspend. If Baker Baynes, its licensors or suppliers believe in good faith that Your Content or Your conduct or failure to act (including the conduct or failure of Your Authorized Users) may (i) pose a security risk or otherwise adversely impact Offerings, systems or other users; (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections (including any mechanisms for managing, monitoring, controlling or analyzing the installation of, access or, or use of any Offerings or protections of Baker Baynes intellectual property rights); (iii) subject Baker Baynes, any supplier, licensors or any other user to liability; or (iv) not comply with these Terms (including any Additional Agreement, any Special Terms or any other applicable terms), including failure to pay any amounts owing with respect to any Offerings, Baker Baynes has the right, but not the obligation, to immediately disable or suspend Your access to and use of any Offerings and access to and use of Your Content. Unless Baker Baynes reasonably determines that immediate action is prudent, Baker Baynes will seek to notify You of the planned disabling or suspension before it takes effect.
22. Right of Return for Refund
For a limited period after You purchase or renew a subscription (the “Return Period”), (i) if You object to any of the terms set forth in these Terms, or (ii) if You object to the Baker Baynes, its licensors, suppliers and partners terms of purchase or auto-renewal (if any) applicable to the purchase or renewal of the subscription, or (iii) if You are dissatisfied (for any reason) with the Offering to which You subscribed, You may return the Offering and may qualify for a refund.
For orders placed directly with Baker Baynes, Baker Baynes will provide a full refund of Your subscription fees if You cease use and return the Offering within the Return Period set forth below. For orders placed through a reseller or other third party, please check the applicable return and refund policy of that third party.
Your right of return for refund does not apply to all orders, including orders for cloud credits, consumption-based fees, consulting, advanced consulting, training, memberships, platform subscriptions or fees, extraterritorial rights and enterprise agreements. For more information please see our Right of Return Policy.
23. Governing Law; Forum. If you have an existing contractual relationship with Baker Baynes, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site will be the law and forum set forth in your existing contract with Baker Baynes. If you have more than one existing contract with Baker Baynes, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site will be the law and forum set forth in your most recent contract with Baker Baynes.
If you do not have an existing contractual relationship with Baker Baynes, then (a) you agree to the non-exclusive jurisdiction of an appropriate state court in Johannesburg, Gauteng, or an appropriate federal court located in Johannesburg, Gauteng for any action or proceeding arising out of or related to these Terms; and (b) except to the extent expressly provided in the following paragraph, any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of the State of Gauteng in the South Africa without regard to applicable conflict of law provisions. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods.
If (i) you do not have an existing contractual relationship with Baker Baynes; (ii) you are not a South African citizen; (iii) you do not reside in South Africa; (iv) you are not accessing this Site from South Africa; (v) the dispute between you and us is unrelated to your access to or use of the South African Site and (vi) you are the citizen of a European Union country who is using the Site for purposes other than for your trade, business or profession, you hereby agree that any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of England and Wales, without regarding to applicable conflict of law provisions. Nothing herein shall be deemed to constitute consent by Baker Baynes to the jurisdiction of any court or other forum of any country for the purpose of resolving any dispute hereunder (other than an appropriate state court in Johannesburg, Gauteng, or an appropriate federal court located in South Africa).
24. Indemnification. You shall defend or settle at your sole expense any claim or suit, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, (collectively, an “Action”) against Baker Baynes and/or each of its affiliates, and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees (each, an “Indemnitee”) to the fullest extent permitted by law arising out of or in connection with: (1) an assertion that the information, content, or other materials or services provided or made available by you, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach by you of your obligations under these Terms; (3) your unlawful and/or unauthorized use of, or activities in connection with this Site, including the information, content, services, and/or products provided on the Site; and (4) any Submission provided by you in a Forum. You shall indemnify and hold harmless the Indemnitee from and against any and all damages, costs, liabilities, and attorneys’ fees incurred in defending and/or resolving such Action. The foregoing indemnities shall survive expiration or termination of these Terms.
25. Copyright. Copyright 20015-2018 © Baker Baynes, Johannesburg, South Africa. All rights not expressly granted, are reserved. To obtain permission for the commercial use of any content on this site contact Baker Baynes at firstname.lastname@example.org.
26. Intellectual Property Rights. All the content, trademarks and data on this web site, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, designs and agreements, are the property of, or are licensed to Baker Baynes and as such are protected from infringement by local and international legislation and treaties.
27. Notices. Notices to Baker Baynes under these Terms shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Baker Baynes, Inc. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in Baker Baynes discretion. The Site may also provide notices of changes to these Terms or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
28. Forward-Looking Statements. Some of the information on this Web Site may contain projections or other forward-looking statements regarding future events or the future financial performance of Baker Baynes. We wish to caution you that these statements are only predictions and actual events or results may differ materially. Such statements include those that (a) use the words “believes,” “expects,” “anticipates,” “estimates” or words of similar importance or meaning; (b) are specifically identified as forward-looking; (c) describe any of Baker Baynes plans, objectives or goals for future operations and products; or (d) concern the characteristics and growth of Baker Baynes markets or customers or Baker Baynes expected liquidity and capital resources. Factors that could cause actual results to differ materially include economic, competitive, governmental and technological influences affecting Baker Baynes operations, markets, products, services and prices. Further information on potential factors that could affect the actual financial results of Baker Baynes are included in Baker Baynes filings with the Securities and Exchange Commission; specifically, Baker Baynes most recent reports on Form 10-K and Form 10-Q. Baker Baynes does not assume any obligation to update any forward-looking statement to reflect events that occur or circumstances that exist after the date on which they were made.
29. Miscellaneous. These Terms contain the entire agreement between you and Baker Baynes with respect to this Site and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Baker Baynes with respect to this Site. You hereby acknowledge that you shall have no power or authority to assume or create any obligation or responsibility on behalf of Baker Baynes. A party may only waive its rights under these Terms, by a written document executed by both parties. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without Baker Baynes express prior written consent. No provision of these Terms is intended for the benefit of any third party, and the parties do not intend that any provision should be enforceable by a third party either under the Contracts (Rights or Third Parties) Act 1999 or otherwise. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. Baker Baynes will not be responsible for failures to fulfill any obligations due to causes beyond its control.
30. Contact Baker Baynes. If you have any questions regarding the meaning or application of these Terms, please direct such questions to email@example.com. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with Baker Baynes.
31. Filtering. Baker Baynes hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the websites GetNetWise (https://kids.getnetwise.org/) and OnGuard Online (https://onguardonline.gov/). Please note that Baker Baynes does not endorse any of the products or services listed at such sites.
32. Communications. When you visit the Site or send emails to us, you are communicating with us electronically. For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
33. Information or Complaints. This notice is for our South African users: If you have a question or complaint regarding the Site, please send an email to firstname.lastname@example.org. You may also contact Baker Baynes by writing to Copyright Agent, Baker Baynes,Suite 604, 3rd Floor 1410 Eglin Office Park, Eglin Road, Sunninghill, Johannesburg, 2191, or by calling Baker Baynes at (011) 568 2060.
Authorized Users means (i) You (if You are an individual) and (ii) identified individuals (such as Your individual employees, consultants and contractors and other individuals accessing and using an Offering for Your benefit) for whom You have acquired a subscription to an Offering. If an Offering allows You to designate Authorized Users for such Offering, You will be responsible for providing notice to, and obtaining agreement from, any such Authorized Users regarding the application of these Terms to their access to and use of such Offering prior to their access and use.
Baker Baynes means Baker Baynes (Pty) Ltd, a Johannesburg (South Africa) business, together with is subsidiaries and other affiliates.
Baker Baynes Party means the particular Baker Baynes entity identified in the section entitled “Contracting Baker Baynes Entity, Governing Law, and Dispute Resolution”
Baker Baynes Licensors means a company with exclusive legal rights over a thing that gives, sells or otherwise surrenders to another a limited right to use that thing. The person benefiting from the grant is called a licensee and the legal term used to describe the authority so given is license.
Baker Baynes Suppliers means a party that supplies goods or services. A supplier may be distinguished from a contractor or subcontractor, who commonly adds specialized input to deliverables. Also called vendor.
Baker Baynes Partner means a company who takes part in an undertaking with Baker Baynes.
Autodesk means Autodesk, Inc., a Delaware (United States) corporation, together with its subsidiaries and other affiliates.
Benefits means any benefits made available to You or Your Authorized Users by Autodesk. Benefits are typically based on the level or type of Offering for which You subscribe. Benefits may include access to Updates and Upgrades, rights to previous versions, additional Software or Web Services, Trial Versions, APIs, global travel rights, technical support, training, webinars, forums, events, galleries, newsletters and usage data. Benefits may also include account benefits such as single sign-on and management of Your profile, security settings, linked accounts and preferences.
Confidential Information means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (ii) designated by the Disclosing Party in the writing as Confidential. Baker Baynes Confidential Information also includes the non-public aspects of (i) any Offering and any related product plans, technology and other technical information and (ii) business negotiations. Nonetheless, Confidential Information does not include (a) any information that (1) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party; (b) any of Your Content that You send to, or allow to be accessed by, a third party through an Offering; or (c) any Feedback.
Customer Information Form means a form completed by or on behalf of You and submitted to Baker Baynes (or to a licensor, supplier or partner), directly or indirectly, in connection with Your account, a subscription or other Offering.
Documentation means any end-user documentation (including online, printed or other documentation) and any technical or legal requirements for an Offering.
Electronic Devices mean (i) computers (whether desktop, laptop or tablet); (ii) virtual machines not accessed through a network connection; and (iii) mobile devices.
License Type means the license type specified by Baker Baynes or its licensors, suppliers or partners for a subscription (for example, single-user or multi-user). Autodesk Specific License Types are set forth on Subscription Types.
Metrics means data and other information regarding access to and use of any Offerings (including Your access and use). Metrics includes information regarding usage of features, functions, storage and indexes and information regarding usage, volume, type, storage and processing of Your Content (but not Your Content itself). If Metrics includes any personal information, treatment of such personal information will be pursuant to the Privacy Statement.
Offerings means Software, Web Services and other Benefits provided by Baker Baynes, its licensors, supplier and partners and any subscriptions for such items. Offerings includes free and other Trial Versions of Software, Web Services and other Benefits.
Offering Identification means one or more designations by Baker Baynes, its licensors, suppliers or partners that set forth (as applicable) the name of an Offering, the License Type or Web Services Type, and the permitted number, Territory and length of Your subscription. The Offering Identification may be (i) provided in a written confirmation or other notice issued to You by Baker Baynes, its licensors, supplier and suppliers, posted to Your account, transmitted via email, physically delivered or otherwise made available to You; (ii) located in the Software or on or with any Baker Baynes, or its licensors, suppliers or partners packaging if the Software is delivered to You; or (iii) obtained from Baker Baynes on request. Offering Identification does not include any designation, confirmation, packaging or other document provided by a reseller or other third party.
Output means all results, work product, designs, prototypes or other items created or generated by or through any use of any Offering, including any products, parts or services based on or using such results, work product, designs, prototypes or other items.
Software means any software or similar materials, including any modules, components, features and functions, made available by Baker Baynes, its licensors, suppliers and partners, whether or not provided as part of a subscription and whether or not provided for a fee. Software includes Updates and Upgrades.
Terms (including “these Terms”) means these General Terms and the other terms referenced in these General Terms, including the Special Terms, Baker Baynes Privacy Statement and Additional Agreement (if any), together with any other applicable terms.
Territory means the country or jurisdiction where You acquired Your subscription. Baker Baynes, its licensors, suppliers or partners may indicate the applicable Territory in an Offering Identification. For additional information regarding the definition of Territory see the “Country/Jurisdiction-Specific Terms” section. If You acquire Your subscription in the country or jurisdiction in which You are incorporated, chartered or otherwise organized, if You are a legal entity (or, if You are an individual, in the same country or jurisdiction as Your residence), You may qualify for additional geographies pursuant to Global Travel Rights benefits, see Subscription Benefits.
Trial Versions will have the meaning set forth in the “Trial Version” section.
Updates means security fixes, hotfixes, patches and other updates (including new features, new functions and other modifications released between Upgrades), if and when made available to You by Baker Baynes, its licensors, suppliers or partners and determined by Baker Baynes, its licensors, suppliers or partners to constitute an update.
Upgrades means new versions of Offerings, or add-ons to or additional products associated with Offerings, if and when made available to You by Baker Baynes, its licensors, suppliers and partners and determined by Baker Baynes, its licensors, suppliers or partners to constitute an upgrade.
Web Service means a web- or cloud-based service made available by Baker Baynes, its licensors, suppliers or partners, whether or not provided as part of a subscription and whether or not provided for a fee.
Web Services Type means the Web Services-type specified by Baker Baynes, its licensors, suppliers and partners for a subscription (for example, number of cloud credits).
Your Content means (i) any files, designs, models, data sets, images, documents or similar material submitted or uploaded to any Offering by You or Your Authorized Users and (ii) Your specific output generated from the use of any Offering based on Your own raw data or information.